June 11, 2021
Via EDGAR Transmission
United States Securities and Exchange Commission
Division of Corporation Finance
Office of Life Sciences
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jeffrey Gabor
| Re: | Ayala Pharmaceuticals, Inc. |
Registration Statement on Form S-3
Filed June 4, 2021
Registration No. 333-256792
Ladies and Gentlemen:
In accordance with Rule 461 of Regulation C of the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request the acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on June 15, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as practicable, or at such later time as Ayala Pharmaceuticals, Inc. (the “Company”) or its counsel may request via telephone call to the staff. Please contact Keith Halverstam of Latham & Watkins LLP, counsel to the Company, at (212) 906-1761, or in his absence, Jennifer Yoon at (617) 880-4540, to provide notice of effectiveness, or if you have any other questions or concerns regarding this matter.
| Sincerely yours, | ||
| Ayala Pharmaceuticals, Inc. | ||
| By: | /s/ Yossi Maimon | |
| Yossi Maimon | ||
| Chief Financial Officer | ||
| cc: | Peter Handrinos |
Keith Halverstam